Statement of Changes in Beneficial Ownership (4)
December 23 2019 - 4:29PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Cai Chenyu Caroline |
2. Issuer Name and Ticker or Trading Symbol
Pzena Investment Management, Inc.
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PZN
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President |
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(Last)
(First)
(Middle)
PZENA INVESTMENT MANAGEMENT, INC, 320 PARK AVENUE, 8TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/19/2019 |
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class B common stock, par value $0.000001 (1) | 12/19/2019 | | M(2) | | 5882 | A | $0 (2) | 720209 | I | Pzena Investment Management, LP (3) |
| Class B common stock, par value $0.000001 | 12/19/2019 | | F | | 2857 | D | $7.06 | 717352 | I | Pzena Investment Management, LP (3) |
| Class B common stock, par value $0.000001 (1) | 12/20/2019 | | M(2) | | 51948 | A | $0 (2) | 769300 | I | Pzena Investment Management, LP (3) |
| Class B common stock, par value $0.000001 | 12/20/2019 | | F | | 25236 | D | $7.57 | 744064 | I | Pzena Investment Management, LP (3) |
| Class A common stock, par value $0.01 | 12/20/2019 | | M | | 55000 | A | (7) | 281141 | D | |
| Class A common stock, par value $0.01 | 12/20/2019 | | F | | 52142 | D | $8.90 | 228999 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Phantom Class B Units (5) | (5) | 12/19/2019 | | M (2) | | | 5882 (2) | (5) | (5) | Class B Units (4) | 5882 | $0 (5) | 23531 | D | |
| Class B Units (4) | (4) | 12/19/2019 | | M (2) | | 5882 (2) | | (4) | (4) | Class A common stock, par value $0.01 | 5882 | $0 (5) | 720209 | I | Pzena Investment Management, LP (3) |
| Class B Units (4) | (4) | 12/19/2019 | | F (2) | | | 2857 (2) | (4) | (4) | Class A common stock, par value $0.01 | 2857 | $7.06 | 717352 | I | Pzena Investment Management, LP (3) |
| Phantom Class B Units (6) | (6) | 12/20/2019 | | M (2) | | | 51948 (2) | (6) | (6) | Class B Units (4) | 51948 | $0 (6) | 155845 | D | |
| Class B Units (4) | (4) | 12/20/2019 | | M (2) | | 51948 (2) | | (4) | (4) | Class A common stock, par value $0.01 | 51948 | $0 (6) | 769300 | I | Pzena Investment Management, LP (3) |
| Class B Units (4) | (4) | 12/20/2019 | | F (2) | | | 25236 (2) | (4) | (4) | Class A common stock, par value $0.01 | 25236 | $7.57 | 744064 | I | Pzena Investment Management, LP (3) |
| Class A Common Stock Option | $8 | 12/20/2019 | | M | | | 55000 | (7)(8) | 12/21/2019 | Class A common stock, par value $0.01 | 55000 | (7) | 0 | D | |
| Explanation of Responses: |
| (1) | Each holder of a Class B Unit of Pzena Investment Management, LLC (the "Operating Company") is also issued one share of Pzena Investment Management, Inc.'s (the "Issuer") Class B common stock, par value $0.000001 per share, in exchange for the par value thereof. Holders of Class B common stock are not entitled to participate in any dividends or other distributions made by the Issuer to holders of its capital stock, except for the right to receive the par value thereof upon the Issuer's liquidation or dissolution. |
| (2) | Relating to the vesting of the Reporting Person's Phantom Class B Units. |
| (3) | On January 1, 2016, pursuant to the Amended and Restated Agreement of Limited Partnership ("LPA") of Pzena Investment Management, LP ("PIM LP"), dated as of the same date, the Reporting Person became a limited partner of PIM LP and contributed to PIM LP his holdings of (i) Class B Units of the Operating Company and (ii) Class B common stock of the Issuer in order to receive a corresponding number of limited partnership interests in PIM LP. Pursuant to the LPA, whenever a Class B Unit is issued to the Reporting Person, the Reporting Person will be deemed to immediately and automatically contribute such Unit and related Class B common stock, to PIM LP and PIM LP will concurrently issue to him a corresponding limited partnership interest. Pursuant to the LPA, each limited partnership interest in PIM LP will be cancelled upon redemption by the Reporting Person for Class B Units and related Class B common stock subject to the terms of the LPA. The Issuer is the general partner of PIM LP. |
| (4) | Represents units of the Operating Company that were reclassified as "Class B Units" of the Operating Company on a one-for-one basis in connection with the amendment and restatement of the Operating Company's operating agreement as of October 30, 2007 (as amended from time to time, the "Amended Pzena LLC Agreement"), among the Issuer, as the Managing Member of the Operating Company and the holder of certain units of the Operating Company, and the holders of such reclassified units of the Operating Company. Pursuant to the Amended Pzena LLC Agreement, each Class B Unit is exchangeable for a share of Class A common stock of the Issuer subject to the timing and volume limitations set forth in the Amended Pzena LLC Agreement |
| (5) | On December 19, 2013, the Reporting Person was granted 58,823 Phantom Class B Units of Pzena Investment Management, LLC (the "Operating Company"). Issued pursuant to the Operating Company's Amended and Restated 2006 Equity Incentive Plan (the "2006 Plan"). Subject to forfeiture provisions outlined in the respective award agreement, the Phantom Class B Units vest, and become Class B units, ratably over a ten-year period beginning on the first anniversary of the date of grant, and do not participate in the dividends of the Operating Company until vested. |
| (6) | On December 20, 2012, the Reporting Person was granted 519,481 Phantom Class B Units of Pzena Investment Management, LLC (the "Operating Company"). Issued pursuant to the Operating Company's Amended and Restated 2006 Equity Incentive Plan (the "2006 Plan"). Subject to forfeiture provisions outlined in the respective award agreement, the Phantom Class B Units vest, and become Class B units, ratably over a ten-year period beginning on the first anniversary of the date of grant, and do not participate in the dividends of the Operating Company until vested. |
| (7) | On December 21, 2009, the Operating Company granted the Reporting Person the right to acquire Class A common stock of the Company for $8.00 per unit until December 21, 2019, subject to earlier expiration upon the occurrence of certain events |
| (8) | The option for the first 78,333 shares became exercisable on December 21, 2009, the following 78,333 shares became exercisable on December 21, 2010 and the remaining 78,334 shares became exercisable on December 21, 2011. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Cai Chenyu Caroline
PZENA INVESTMENT MANAGEMENT, INC
320 PARK AVENUE, 8TH FLOOR
NEW YORK, NY 10022 |
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| Executive Vice President |
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Signatures
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| Joan F. Berger, as attorney-in-fact for Chenyu Caroline Cai | | 12/23/2019 |
| **Signature of Reporting Person | Date |
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